HARRISBURG, Pa., Sept. 25, 2007 (PRIME NEWSWIRE) -- Worldwide industrial services company Harsco Corporation (NYSE:HSC) announced today that its Board of Directors has adopted a revised stockholder rights plan to replace the Company's existing rights plan, which was adopted in 1997 and was scheduled to expire on September 27, 2007.
The renewal of the plan is intended to protect the Company and its stockholders from potentially coercive takeover practices or takeover bids that are inconsistent with the interests of the Company and its stockholders. The plan is not intended to deter offers that are fair and otherwise in the best interest of all of the Company's stockholders. The Board conducted a thorough review of the Company's plan and has included several new features that were not part of the expiring plan. These include a Three-Year Independent Director Evaluation ("TIDE") policy, under which a committee composed solely of the Company's Independent Directors will review the rights plan at least once every three years to determine whether to modify the plan in light of all relevant factors.
Rights under the plan will initially trade together with the Company's common stock and will not be exercisable. In the absence of further Board action, the rights generally will become exercisable and allow the holder to acquire the Company's common stock at a discounted price if a person or group acquires beneficial ownership of 15% or more of the Company's outstanding common stock. Rights held by persons that meet or exceed the 15% threshold will be void.
The revised rights plan also includes an exchange option. In general, after the rights become exercisable, the Board of Directors may, at its option, effect an exchange of part or all of the rights - other than rights that have become void - for shares of the Company's common stock. Under this option, the Company would issue one share of common stock for each right, subject to adjustment in certain circumstances.
The Board of Directors may, at its option, redeem all rights for $0.001 per right at any time prior to the time the rights become exercisable. The rights will expire on October 9, 2017, unless earlier redeemed, exchanged or amended by the Board of Directors.
Commenting on the Board's action, Harsco Chairman and CEO Derek C. Hathaway said, "Our renewal of Harsco's stockholders rights plan reflects our belief that such a plan continues to provide for the protection of our stockholders' best interests against potentially coercive takeover tactics. Our renewal action should in no way be construed as responding to any specific effort to acquire control of the Company."
The issuance of the rights is not a taxable event, will not affect the reported financial condition or results of operations (including earnings per share) of the Company, and will not change the manner in which the Company's common stock is currently traded.
Harsco Corporation is one of the world's leading diversified industrial services companies, serving major customers in the non-residential construction and infrastructure, steel and metals, energy and railway industries. The Company posted 2006 revenues of $3.4 billion and employs approximately 21,500 people worldwide. Harsco's common stock is a component of the S&P MidCap 400 Index and the Russell 1000 Index. Additional information can be found at www.harsco.com.
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